Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 - FORM 10-K/A - October 7, 2013

Attached files

file	filename
EX-99 - EXHIBIT 99.4 NOTICE LETTER - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5	exhibit994.htm
EX-31 - EXHIBIT 31 SOX CERTIFICATE - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5	exhibit31soxcertificate.htm
EX-34 - EXHIBIT 34.6_AMENDED_WF_CUSTODIAN - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5	exhibit346amendedwellsfargo.htm
EX-33 - EXHIBIT 33.6_AMENDED_WF_CUSTODIAN - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5	exhibit336amendedwellsfargo.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2012

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number of Issuing Entity: 333-167764-03

Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5

(Exact name of Issuing Entity as specified in its charter)

Morgan Stanley Capital I Inc.

(Exact name of Depositor as specified in its charter)

Bank of America, National Association

Morgan Stanley Mortgage Capital Holdings LLC

(Exact name of Sponsor as specified in their charters)

New York

46-0681099
46-0700929
46-0709593
46-6179199
46-6181739

(State or Other Jurisdiction of Incorporation of issuing entity)

(I.R.S. Employer Identification No.)

c/o Morgan Stanley Capital I Inc.

1585 Broadway, New York, NY

(Address of Principal Executive Offices of issuing entity)

(Telephone number, including area code, of issuing entity)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. ( )Yes ( x) No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d)
of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). (x) Yes ( ) No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this
chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

Not applicable.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer (x)

Smaller reporting company

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ( ) Yes (x) No

State the aggregate market value of the voting and non-voting common equity held by nonaffiliates computed by
reference to the price at which the common equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently completed second fiscal quarter.

Not applicable.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12,
13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

Not applicable.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest
practicable date.

Not applicable.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I,
Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.
The listed documents should be clearly described for identification purposes (e.g., annual report to security holders
for the fiscal year ended December 24, 1980).

4.1 Pooling and Servicing Agreement, dated as of July 1, 2012, by and among Morgan Stanley Capital I
Inc., as Depositor, Bank of America, National Association, as Master Servicer, Midland Loan Services, a
Division of PNC Bank, National Association, as Special Servicer, Situs Holdings, LLC, as Trust Advisor,
U.S. Bank National Association, as Trustee, Certificate Administrator, Certificate Registrar and
Authenticating Agent, and Wells Fargo Bank, National Association, as Custodian. (Filed as Exhibit 4.1 to
the Registrant's Current Report on Form 8-K/A filed on October 18, 2012 and incorporated by reference
herein)

99.1 Mortgage Loan Purchase Agreement, dated as of July 13, 2012, between Morgan Stanley Mortgage
Capital Holdings LLC and Morgan Stanley Capital I Inc. (Filed as Exhibit 99.1 to the Registrant's Current
Report on Form 8-K/A filed on October 18, 2012 and incorporated by reference herein)

99.2 Mortgage Loan Purchase Agreement, dated as of July 13, 2012, between Bank of America, National
Association and Morgan Stanley Capital I Inc. (Filed as Exhibit 99.2 to the Registrant's Current Report on
Form 8-K/A filed on October 18, 2012 and incorporated by reference herein)

99.3 Primary Servicing Agreement, dated as of July 1, 2012, between Bank of America, National
Association, as master servicer, and Midland Loan Services, a Division of PNC Bank, National
Association, as primary servicer. (Filed as Exhibit 99.3 to the Registrant's Current Report on Form 8-K/A
filed on October 18, 2012 and incorporated by reference herein)

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31,
2012, as filed with the Securities and Exchange Commission on March 29, 2013 (the "Original Form 10-K"), is (i)
to file a revised Report on Assessment of Compliance with Servicing Criteria for Wells Fargo Bank, National
Association, as Custodian, dated August 12, 2013 as a replacement to the Report on Assessment of Compliance with
Servicing Criteria filed as Exhibit 33.6 to the Original Form 10-K, and (ii) to file a revised Attestation Report on
Assessment of Compliance with Servicing Criteria for Wells Fargo Bank, National Association, as Custodian, dated
August 12, 2013 as a replacement to the Attestation Report on Assessment of Compliance with Servicing Criteria
filed as Exhibit 34.6 to the Original Form 10-K. Each such replacement is being made as a result of the receipt by
the registrant of a letter, dated August 13, 2013, from the Corporate Trust Services Division of Wells Fargo Bank,
National Association, a copy of which is filed as Exhibit 99.4 to the registrant's Annual Report on Form 10-K,
notifying the registrant of the revised reports referred to in the preceding sentence and providing certain explanatory
information related to those reports and certain reports previously delivered by Wells Fargo Bank, National
Association, as Custodian. No other changes have been made to the Original Form 10-K other than the change
described above. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date
of the Original Form 10-K.

Item 1B. Unresolved Staff Comments.

Legal Proceedings

Mine Safety Disclosures

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities

Selected Financial Data

Management's Discussion and Analysis of Financial Condition and Results of Operations

Quantitative and Qualitative Disclosures About Market Risk

Financial Statements and Supplementary Data

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Controls and Procedures

Other Information.

Directors, Executive Officers and Corporate Governance.

Executive Compensation.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions, and Director Independence

Principal Accountant Fees and Services

PURSUANT TO GENERAL INSTRUCTION J(2) THE FOLLOWING SUBSTITUTE INFORMATION IS
BEING PROVIDED IN THIS REPORT ON FORM 10-K:

Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets - Financial Information.

The mortgaged property securing the Legg Mason Tower loan constitutes a significant obligor within the meaning
of 1101(k)(2) of Regulation AB. The most recent (unaudited) net operating income of the significant obligor for the
2012 fiscal year is $13,689,870.00.

Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives
Instruments - Financial Information.

No entity or group of affiliated entities provides any enhancement or other support for the certificates as
described under Item 1114(a) of Regulation AB.

Item 1115(b) of Regulation AB. Certain Derivatives Instruments - Financial Information.

No entity or group of affiliated entities provides any derivative instruments for the certificates as described
under Item 1115 of Regulation AB.

Item 1117 of Regulation AB. Legal Proceedings.

The registrant knows of no pending legal proceeding (or legal proceeding contemplated by governmental
authorities) against the sponsors, depositor, trustee, issuing entity, servicers, originators or other parties
contemplated by Item 1100(d)(1) of Regulation AB, or of which any property of the foregoing is the
subject, that is material to security holders as described under Item 1117 of Regulation AB.

Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.

The information regarding this Item has been disclosed in the Prospectus of the Issuing Entity filed in a
424(b)(5) filing dated July 27, 2012.

Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.

See Exhibit 33 and Exhibit 34.

Item 1123 of Regulation AB. Servicing Compliance Statement.

Exhibits and Financial Statement Schedules.

(4.1) Pooling and Servicing Agreement, dated as of July 1, 2012, by and among Morgan Stanley
Capital I Inc., as Depositor, Bank of America, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs
Holdings, LLC, as Trust Advisor, U.S. Bank National Association, as Trustee, Certificate
Administrator, Certificate Registrar and Authenticating Agent, and Wells Fargo Bank, National
Association, as Custodian. (Filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K/A
filed on October 18, 2012 and incorporated by reference herein)

31. Rule 13a-14(d)/15d-14(d) Certification.

33. Item 1122 Compliance with Applicable Servicing Criteria - Assessments

33.1 Midland Loan Services, a Division of PNC Bank, National Association as Primary
Servicer (filed as Exhibit 33.1 to the Registrant's Annual Report on Form 10-K filed on
March 29, 2013 and incorporated by reference herein)

33.2 Bank of America, National Association as Master Servicer (filed as Exhibit 33.2 to
the Registrant's Annual Report on Form 10-K filed on March 29, 2013 and incorporated
by reference herein)

33.3 Midland Loan Services, a Division of PNC Bank, National Association as Special
Servicer (filed as Exhibit 33.3 to the Registrant's Annual Report on Form 10-K filed on
March 29, 2013 and incorporated by reference herein)

33.4 Situs Holdings, LLC as Trust Advisor (filed as Exhibit 33.4 to the Registrant's
Annual Report on Form 10-K filed on March 29, 2013 and incorporated by reference
herein)

33.5 U.S. Bank National Association as Certificate Administrator (filed as Exhibit 33.5 to
the Registrant's Annual Report on Form 10-K filed on March 29, 2013 and incorporated
by reference herein)

33.6 Wells Fargo Bank, National Association as Custodian

33.7 Berkadia Commercial Mortgage LLC as Servicing Function Participant (filed as
Exhibit 33.7 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013
and incorporated by reference herein)

34. Item 1122 Compliance with Applicable Servicing Criteria - Attestations

34.1 Midland Loan Services, a Division of PNC Bank, National Association as Primary
Servicer (filed as Exhibit 34.1 to the Registrant's Annual Report on Form 10-K filed on
March 29, 2013 and incorporated by reference herein)

34.2 Bank of America, National Association as Master Servicer (filed as Exhibit 34.2 to
the Registrant's Annual Report on Form 10-K filed on March 29, 2013 and incorporated
by reference herein)

34.3 Midland Loan Services, a Division of PNC Bank, National Association as Special
Servicer (filed as Exhibit 34.3 to the Registrant's Annual Report on Form 10-K filed on
March 29, 2013 and incorporated by reference herein)

34.4 Situs Holdings, LLC as Trust Advisor (filed as Exhibit 34.4 to the Registrant's
Annual Report on Form 10-K filed on March 29, 2013 and incorporated by reference
herein)

34.5 U.S. Bank National Association as Certificate Administrator (filed as Exhibit 34.5 to
the Registrant's Annual Report on Form 10-K filed on March 29, 2013 and incorporated
by reference herein)

34.6 Wells Fargo Bank, National Association as Custodian

34.7 Berkadia Commercial Mortgage LLC as Servicing Function Participant (filed as
Exhibit 34.7 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013 and
incorporated by reference herein)

35. Item 1123 Servicer Compliance Statements

35.1 Midland Loan Services, a Division of PNC Bank, National Association as Primary
Servicer (filed as Exhibit 35.1 to the Registrant's Annual Report on Form 10-K filed on
March 29, 2013 and incorporated by reference herein)

35.2 Bank of America, National Association as Master Servicer (filed as Exhibit 35.2 to
the Registrant's Annual Report on Form 10-K filed on March 29, 2013 and incorporated
by reference herein)

35.3 Midland Loan Services, a Division of PNC Bank, National Association as Special
Servicer (filed as Exhibit 35.3 to the Registrant's Annual Report on Form 10-K filed on
March 29, 2013 and incorporated by reference herein)

35.4 Situs Holdings, LLC as Trust Advisor (filed as Exhibit 35.4 to the Registrant's
Annual Report on Form 10-K filed on March 29, 2013 and incorporated by reference
herein)

35.5 U.S. Bank National Association as Certificate Administrator (filed as Exhibit 35.5 to
the Registrant's Annual Report on Form 10-K filed on March 29, 2013 and incorporated
by reference herein)

35.6 Wells Fargo Bank, National Association as Custodian (filed as Exhibit 35.6 to the
Registrant's Annual Report on Form 10-K filed on March 29, 2013 and incorporated by
reference herein)

99.1 Mortgage Loan Purchase Agreement, dated as of July 13, 2012, between Morgan Stanley
Mortgage Capital Holdings LLC and Morgan Stanley Capital I Inc. (Filed as Exhibit 99.1 to the
Registrant's Current Report on Form 8-K/A filed on October 18, 2012 and incorporated by
reference herein)

99.2 Mortgage Loan Purchase Agreement, dated as of July 13, 2012, between Bank of America,
National Association and Morgan Stanley Capital I Inc. (Filed as Exhibit 99.2 to the Registrant's
Current Report on Form 8-K/A filed on October 18, 2012 and incorporated by reference herein)

99.3 Primary Servicing Agreement, dated as of July 1, 2012, between Bank of America, National
Association, as master servicer, and Midland Loan Services, a Division of PNC Bank, National

Association, as primary servicer. (Filed as Exhibit 99.3 to the Registrant's Current Report on
Form 8-K/A filed on October 18, 2012 and incorporated by reference herein)

99.4 Letter dated August 13, 2013 from the Corporate Trust Services Division of Wells Fargo Bank,
National Association as Custodian to the Registrant regarding compliance with applicable
servicing criteria for asset-backed securities by Wells Fargo Bank, National Association, as
Custodian.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Morgan Stanley Capital I Inc.
(Depositor)

By: /s/ Steven Stern

Name: Steven Stern
Title: President
(senior officer in charge of securitization of the
depositor)

Dated: October 7, 2013

Description

(4.1) Pooling and Servicing Agreement, dated as of July 1, 2012, by and among Morgan Stanley
Capital I Inc., as Depositor, Bank of America, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Situs Holdings,
LLC, as Trust Advisor, U.S. Bank National Association, as Trustee, Certificate Administrator,
Certificate Registrar and Authenticating Agent, and Wells Fargo Bank, National Association, as
Custodian. (Filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K/A filed on October
18, 2012 and incorporated by reference herein)

Rule 13a-14(d)/15d-14(d) Certification.

Item 1122 Compliance with Applicable Servicing Criteria - Assessments

33.1 Midland Loan Services, a Division of PNC Bank, National Association as Primary Servicer
(filed as Exhibit 33.1 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013 and
incorporated by reference herein)

33.2 Bank of America, National Association as Master Servicer (filed as Exhibit 33.2 to the
Registrant's Annual Report on Form 10-K filed on March 29, 2013 and incorporated by reference
herein)

33.3 Midland Loan Services, a Division of PNC Bank, National Association as Special Servicer
(filed as Exhibit 33.3 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013 and
incorporated by reference herein)

33.4 Situs Holdings, LLC as Trust Advisor (filed as Exhibit 33.4 to the Registrant's Annual Report
on Form 10-K filed on March 29, 2013 and incorporated by reference herein)

33.5 U.S. Bank National Association as Certificate Administrator (filed as Exhibit 33.5 to the
Registrant's Annual Report on Form 10-K filed on March 29, 2013 and incorporated by reference
herein)

33.6 Wells Fargo Bank, National Association as Custodian

33.7 Berkadia Commercial Mortgage LLC as Servicing Function Participant (filed as Exhibit 33.7 to
the Registrant's Annual Report on Form 10-K filed on March 29, 2013 and incorporated by
reference herein)

Description

Item 1122 Compliance with Applicable Servicing Criteria - Attestations

34.1 Midland Loan Services, a Division of PNC Bank, National Association as Primary Servicer
(filed as Exhibit 34.1 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013 and
incorporated by reference herein)

34.2 Bank of America, National Association as Master Servicer (filed as Exhibit 34.2 to the
Registrant's Annual Report on Form 10-K filed on March 29, 2013 and incorporated by reference
herein)

34.3 Midland Loan Services, a Division of PNC Bank, National Association as Special Servicer
(filed as Exhibit 34.3 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013 and
incorporated by reference herein)

34.4 Situs Holdings, LLC as Trust Advisor (filed as Exhibit 34.4 to the Registrant's Annual Report
on Form 10-K filed on March 29, 2013 and incorporated by reference herein)

34.5 U.S. Bank National Association as Certificate Administrator (filed as Exhibit 34.5 to the
Registrant's Annual Report on Form 10-K filed on March 29, 2013 and incorporated by reference
herein)

34.6 Wells Fargo Bank, National Association as Custodian

34.7 Berkadia Commercial Mortgage LLC as Servicing Function Participant (filed as Exhibit 34.7 to
the Registrant's Annual Report on Form 10-K filed on March 29, 2013 and incorporated by
reference herein)

Item 1123 Servicer Compliance Statements

35.1 Midland Loan Services, a Division of PNC Bank, National Association as Primary Servicer
(filed as Exhibit 35.1 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013 and
incorporated by reference herein)

35.2 Bank of America, National Association as Master Servicer (filed as Exhibit 35.2 to the
Registrant's Annual Report on Form 10-K filed on March 29, 2013 and incorporated by reference
herein)

35.3 Midland Loan Services, a Division of PNC Bank, National Association as Special Servicer
(filed as Exhibit 35.3 to the Registrant's Annual Report on Form 10-K filed on March 29, 2013 and
incorporated by reference herein)

35.4 Situs Holdings, LLC as Trust Advisor (filed as Exhibit 35.4 to the Registrant's Annual Report
on Form 10-K filed on March 29, 2013 and incorporated by reference herein)

35.5 U.S. Bank National Association as Certificate Administrator (filed as Exhibit 35.5 to the
Registrant's Annual Report on Form 10-K filed on March 29, 2013 and incorporated by reference
herein)

35.6 Wells Fargo Bank, National Association as Custodian (filed as Exhibit 35.6 to the Registrant's
Annual Report on Form 10-K filed on March 29, 2013 and incorporated by reference herein)

Description

99.1 Mortgage Loan Purchase Agreement, dated as of July 13, 2012, between Morgan Stanley
Mortgage Capital Holdings LLC and Morgan Stanley Capital I Inc. (Filed as Exhibit 99.1 to the
Registrant's Current Report on Form 8-K/A filed on October 18, 2012 and incorporated by reference
herein)

99.2 Mortgage Loan Purchase Agreement, dated as of July 13, 2012, between Bank of America,
National Association and Morgan Stanley Capital I Inc. (Filed as Exhibit 99.2 to the Registrant's
Current Report on Form 8-K/A filed on October 18, 2012 and incorporated by reference herein)

99.3 Primary Servicing Agreement, dated as of July 1, 2012, between Bank of America, National
Association, as master servicer, and Midland Loan Services, a Division of PNC Bank, National
Association, as primary servicer. (Filed as Exhibit 99.3 to the Registrant's Current Report on Form
8-K/A filed on October 18, 2012 and incorporated by reference herein)

99.4 Letter dated August 13, 2013 from the Corporate Trust Services Division of Wells Fargo Bank,
National Association as Custodian to the Registrant regarding compliance with applicable servicing
criteria for asset-backed securities by Wells Fargo Bank, National Association as Custodian.